Physician Formula's Personnel Move May Lead to NASDAQ Delisting

2009-06-03 | 12:05

Cosmetics company is on the clock to name

When Jeff M. Berry was appointed Physicians Formula Holdings, Inc.'s interim chief financial officer last month, little did the company know it was running afoul of NASDAQ compliance issues.

In conjunction with assuming the role of interim CFO Mr. Berry resigned from the company's board and from all of the committees of the board on which he served because, as an executive officer of the company, he is no longer an independent director. Following Mr. Berry's resignation from the board and its committees, of the four remaining directors serving on its board, two are independent, and the company has two independent directors serving on its audit committee.

But on June 1, Physicians Formula received a NASDAQ Staff Deficiency Letter from The NASDAQ Stock Market indicating that, due to the resignation of Mr. Berry from the board, the Company no longer complies with NASDAQ's independent director requirement for continued listing set forth in NASDAQ Listing Rule 5605(b)(1), and NASDAQ's audit committee requirement for continued listing set forth in NASDAQ Listing Rule 5605(c)(2)(A).

The company has until November 25, 2009 to regain compliance with the independent director and audit committee requirements of the NASDAQ Listing Rules. The company is in the process of evaluating candidates who are qualified to serve on the Board and the audit committee and intends to fill the vacancy on the Board and the audit committee as expeditiously as possible, and in any event prior to November 25, 2009.